[ENGLISH TRANSLATION OF GERMAN DOCUMENT. GERMAN VERSION IS CONTROLING]
Tenancy Agreement for Office Space
between
Multilayer Technology GmbH & Co. KG
Herrenberger Strabe 110
71034 Boeblingen
- referred to in the following as the "Multek Europe" -
and
Hewlett-Packard GmbH
Herrenberger Strabe 130
7030 Boeblingen
- referred to in the following as "HP" -
Preamble
The Parties have concluded a MASTER ASSET PURCHASE AGREEMENT, under which
Hewlett-Packard GmbH intends to transfer its subdivision Printed Circuit
Organization ("PRCO"), which is located in Xxxxxxxx 0, Xxxxxxxxxxxx Xxxxxx 110,
71034 Boeblingen, to Multek Europe.
In the course of this transfer, Building 1 and the property of which it is part
are to be sold to Multek Europe by HP. HP would, however, like to continue to
use office space, warehouse space, kindergarden space and production facilities
on the property.
HP will use commercially reasonable endeveaours to find other suitable space for
the HP-Kindergarden.
In view of the foregoing, the Parties herewith agree:
1. Leasing object
Multek Europe shall lease HP a space of approximately 7,000 m squared n the
main floor/in the second story/basement of the leasing object it owns and
which is located at Xxxxxxxxxxxx Xxxxxx 000, 00000 Xxxxxxxxxx. The
situation, furnishing and design of the leased space and the collectively
used space (including treatment room) are shown on the Drawings attached in
Appendices 1, 2, and 3.
Multek Europe shall be obliged to provide the facility management services
including minor repairs, exchange of lights, cleaning, caretaker and
gardener services etc as laid down in Appendix 4. In addition Multek Europe
shall provide reception services (e.g. reception of HP-visitors in the
common used lobby) to HP. In exchange the lump sum laid down in number 2
shall be paid. This lump sum shall mutually be modified if the respective
utilization of the common used lobby by the parties changes (for the time
being HP and Multek Europe each use half of the reception services based on
the number of visitors).
Employees of HP working at the space leased to HP as well as their visitors
("HP-Employees" in the following) may use the marked automobile parking lot
on the real estate of Multek Europe.
The usage of the collectively used space and the parking lot for
automobiles shall be deemed to be paid for upon the payment of the rent
(number 2).
In addition HP is granted a right of access and use regarding the loading
gates for incoming and outgoing goods as well as the goods-exchange-space
of Multek Europe. In exchange the lump sum laid down in number 2 shall be
paid. This lump sum shall mutually be modified if the ratio of use changes
which is based on the respective use of the goods-exchange-space by HP and
Multek Europe (for the time being HP uses 2/3, Multek Europe 1/3 of the
loading gates). The operation of the loading gates will be done by a
mutually agreed upon third party (for the time being Panalpina AG), which
is separately engaged by Multek Europe and HP.
Multek Europe guarantees that it will permit admission of HP-Employees to
the on-premises cafeteria. The parties shall enter into a specific,
separate agreement concerning the use of this cafeteria.
As far as applicable the House Rules of Multek Europe shall be observed by
the HP-Employees.
The ratio of the use of the loading gates / goods-exchange-space as well as
the ratio of utilization of the common used lobby will be subject to a
quaterly review.
The waste management regarding the HP-waste resulting out of production
activities will be HP's responsibility. Regarding the waste management of
the other waste the parties shall enter into a specific, separate
agreement.
2. Rent
2.1 The monthly rent shall be:
--------------------------- ------------------ ----------------------------- --------------------------
Production- and Warehouse 2,936 m squared DM 24.- / m squared 70,464.- DM
space
Office space 4,031 m squared DM 29.- / m squared 116,899.- DM
Kindergarden 4,000.- DM
Loading gates 3,600.- DM
Reception services 5,000.- DM
--------------------------- ------------------ ----------------------------- --------------------------
Sum: 199,963.- DM
The Value-Added Tax has to be added to the rent.
All additional expenses including facility management services described in
Appendix 4 shall be deemed to have been paid upon payment of the rent. If the
consumption costs deviate more than 10% from the costs laid down in Appendix 4
the parties shall agree on an adjustment of the rent.
2.2 The entire monthly rent shall be remitted in advance to the account of
Multek Europe at the name of the Commerzbank Stuttgart, account no. 662
0404 (bank code (BLZ): 600 400 71) by the 3rd working day of each month.
3. Commencement of tenancy / term of tenancy / termination
3.1 The tenancy relationship shall commence on November 1, 1998, but no earlier
than effectiveness of the transfer of the subdivision PRCO from HP to
Multek Europe ("Closing").
3.2 With respect to the rooms referred to in Appendix 1 as long as these rooms
are used by HP-EMRO, the tenancy relationship shall be unlimited in time.
Insofar it may be terminated in whole or in part by 18 months' prior notice
to the end of each calendar quarter. Multek Europe is entitled to terminate
the lease regarding the rooms referred to in Appendix 1 as long as these
rooms are used by HP-EMRO in whole or in part by three months prior notice
to the end of each month provided that Multek Europe offered replacement
rooms located in the leasing object to HP which were accepted as a suitable
replacement by HP in advance of the notification. HP will not unreasonably
withheld such acceptance. Multek Europe shall bear all removal expenses.
3.3 With respect to the rooms referred to in Appendix 3, the tenancy
relationship is limited to 07/31/1999. Upon HP's request and with Multek
Europe's approval the tenancy relationship shall be extended insofar for
one month respectively up to 10/31/1999 at the latest. Multek Europe shall
not unreasonable withhold such approval. HP is entitled to terminate by
three months' prior notice to the end of each month.
3.4 In all other cases the tenancy relationship is unlimited in time. Insofar
it may be terminated by six months prior written notice to the end of each
calendar quarter.
3.5 The termination notice has to be transmitted with registered mail.
4. Option to lease additional space
4.1 Multek Europe shall grant HP the option to lease additional space as soon
as the office space allows for an extension of the leased space provided
that Multek Europe does not need the space for itself or an affiliated
company.
4.2 Should HP make use of the above-stated rights in accordance with 4.1, the
stipulations of this Agreement (e.g. regarding rent, fixed term of lease,
periods of notice to terminate the Agreement, etc.) shall apply to the
additional space and/or the parking lot accordingly.
5. Transfer
The transfer of the leasing object shall take place on the closing date.
The agreed-upon rent shall be paid beginning with such date regardless of
any assignment of the space in the buildings or other work which HP may
undertake in the leasing object which may not yet have been completed.
6. Maintenance of the leasing object
6.1 HP shall be obligated to treat the leasing object with care and only use it
for the contractually stipulated purpose.
6.2 Upon termination of the Lease Agreement HP shall return the leased space in
an impeccably clean condition. The leasing object must be in a condition
which is commensurate with normal wear and tear upon its return.
All keys shall be returned.
7. Advertising and notices
HP shall be entitled to place illuminated notice signs in the leasing
object along with easily visible signs of company names of HP at the
entryway in mutual agreement with Multek Europe. HP may place a sign in the
entryway indicating the new address of HP after HP moves out of the object.
8. Competitors provision
8.1 Multek Europe may not lease any parts of the leasing object to any
enterprise which is a competitor of HP Boeblingen nor allow it to be used
in any other way by a competitor of HP Boeblingen.
8.2 Multek Europe shall ensure that other tenants of the leasing object do not
sub-let the object to any enterprise which is a competitor of HP Boeblingen
nor make such object available in any other way to a competitor of HP
Boeblingen.
8.3 This section shall not apply to Multek Europe's affiliated companies.
9. Facilities and equipment
9.1 HP may provide the leasing object or parts of the leasing object with its
own facilities and equipment.
9.2 HP shall remove the facilities and equipment created by it upon the
termination of the Lease Agreement if there is no other agreement concluded
with Multek Europe on this subject prior to installation.
9.3 Upon termination of the Lease Agreement Multek Europe is entitled to
purchase the active components of the Low Area network (as laid down in
Appendix 5) as used by HP prior to termination at book value. Multek Europe
shall take over the pasive components of the network upon termination of
the Lease Agreement.
10. Alterations and changes to the leasing object
10.1 HP has the right to build or otherwise make improvements upon the leased
space, including the addition of its own furnishings and installations such
as, for example, easily removable dividing walls, to the extent such
improvements or additions do not involve structural or visible changes in
the leased space and do not materially alter the use of the leased space as
office space, warehouse space, and production facility.
HP must insofar restore the building to its original condition upon the
termination of the Leasing Agreement.
10.2 Other alterations or changes in the building may only be undertaken with
the consent of Multek Europe. Multek Europe may only refuse to provide
consent for alterations to the building desired by HP if it is to be
expected that these would endanger the leasing object or constitute a
impingement on Multek Europe's operating interests.
HP need insofar not restore the building to its original condition upon the
termination of the Leasing Agreement.
10.3 Multek Europe may only undertake to alter or change the leasing object with
the consent of HP. HP may only refuse to provide consent for alterations to
the building desired by Multek Europe if it is to be expected that these
would endanger the use of the leasing object by HP or constitute a
impingement on HP's operating interests.
11. Liability, insurance
11.1 Multek Europe shall conclude at a minimum a fire and water-pipe insurance
and a building owner's liability insurance at conditions common in the
Federal Republic of Germany for the leasing object in Multek Europe's
capacity as owner of the building and at Multek Europe's own expense.
Multek Europe shall maintain the insurance protection throughout the entire
leasing period. Multek Europe shall waive any possible rights of recourse
for damage which is covered by the above-stated insurance and which is
caused through the negligence of HP or third parties who hold an exemption
right from HP. This shall not apply if the damage incident has been caused
by HP through willful or gross negligence. Multek Europe shall submit this
contractual Agreement to its insurance companies as a precautionary
measure.
11.2 The liability of Multek Europe shall be limited in scope and amount to the
coverage of its liability insurance. This shall not apply in the case of
deliberate intent.
11.3 The insurance of objects introduced to the building shall be the
responsibility of HP.
11.4 HP shall not be liable for damage from the breakage of glass in or on the
leasing object unless such damage has been caused by negligence of HP,
persons employed by HP to fulfill its obligations, craftsmen, visitors,
etc..
11.5 The Parties agree that the premiums for the insurance to be paid by Multek
Europe shall be deemed to have been paid for upon the payment of the rent.
11.6 HP shall be liable for any chemical contaminations provided that these
contaminations are caused by HP's activities in the leased space.
HP shall indemnify and hold Multek Europe harmless from and against any
claim arsing from or in connection with Multek Europe's operations which
cause harm to the children or their nurses of the HP Kindergarten, whether
in contract, in tort or otherwise. HP shall also reimburse Multek Europe
for its additional insurance cost concerning the Kindergarten as long as HP
uses the Kindergarten.
11.8 HP shall provide Multek Europe with a certificate of insurance also
covering HP's operation of the HP Kindergarten on the leased premises.
12. Subleasing
Subject to Multek Europe's prior consent HP is entitled to sublease the
leasing object as a whole or in parts or permit the use of it to third
parties. This shall not apply in the case of a sublease to HP's affiliated
companies.
Multek Europe agrees to the subleasing to HP Kindergarten e.V.
13. Miscellaneous
13.1 No subsidiary verbal agreements have been made pursuant to this Agreement.
Any changes or amendments to this Agreement shall be subject to written
confirmation by HP and Multek Europe and shall expressly refer to the fact
that they are changes or amendments to the Agreement. These requirements
pertaining to form may only be waived in writing.
13.2 The Parties shall be obligated to replace any stipulation of this Agreement
which is invalid or ambiguous with a valid or unambiguous stipulation which
comes as close to the economic purpose of such invalid or ambiguous
stipulation as possible. This shall not affect the validity of the
remaining stipulations.
13.3 The place of performance for all obligations arising under this Agreement
shall be the location of the leasing object. The exclusive legal venue for
all disputes arising in conjunction with the Agreement shall be Stuttgart.
13.4 The following are incorporated by reference in this Agreement:
Appendix 1: Drawing of the offices, warehouse spaces, and production
facilities of the EMRO department
Appendix 2: Drawing of the remaining departments
Appendix 3: Drawing of the Kindergarden
Appendix 4: Facility Mangement Services
Appendix 5: Active Components of LAN
Place, date ................... Place, date ........................
On behalf of Multek Europe: On behalf of HP:
